S-8

Registration No. 333-__________

As filed with the Securities and Exchange Commission on September 7, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

under

The Securities Act of 1933

MODINE MANUFACTURING COMPANY

(Exact Name of Registrant as Specified in Charter)

Wisconsin39-0482000 

(State of Incorporation) (I.R.S. Employer Identification No.)

1500 DeKoven Avenue

Racine, Wisconsin53403 

(Address of Principal Executive Offices)(Zip Code) 

________________________________________

Modine Manufacturing Company Amended and Restated 2020 Incentive Compensation Plan

________________________________________

Sylvia A. Stein

Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

Modine Manufacturing Company

1500 DeKoven Avenue

Racine, Wisconsin 53403

(262) 636-1200

(Name, address and telephone number, including area code, of agent for service)

With copies to:

C.J. Wauters

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, Wisconsin  53202

(414) 273-3500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer þ
Non-accelerated filer ¨	Smaller reporting company ¨ Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.625 par value per share	1,547,500(1)	$14.835(2)	$22,957,162.50	$2,128.13(2)

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Amended and Restated 2020 Incentive Compensation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. 

(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act.  The price per share and aggregate offering price are calculated based on the average of the high and low sales prices of the Registrant’s common stock on the New York Stock Exchange on September 1, 2022, in accordance with Rule 457(c) under the Securities Act. 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed by Modine Manufacturing Company (the “Registrant”) pursuant to General Instruction E to Form S-8 under the Securities Act.  The information included and incorporated by reference in the registration statement on Form S-8 filed by the Registrant (Registration No. 333-240023) pursuant to the Securities Act on July 23, 2020, is incorporated by reference into this Registration Statement.

Exhibits

4.1Amended and Restated 2020 Incentive Compensation Plan (Incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on July 26, 2022) 

5.1Opinion of Godfrey & Kahn, S.C. 

23.1Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1) 

23.2Consent of PricewaterhouseCoopers LLP 

24.1 Power of Attorney (included in the signature page to this Registration Statement) 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Racine, State of Wisconsin, on September 7, 2022.

MODINE MANUFACTURING COMPANY

By:/s/ Neil D. Brinker                                      

Neil D. Brinker

President and Chief Executive Officer

Power of Attorney.   Each person whose signature appears below constitutes and appoints Sylvia A. Stein and Michael B. Lucareli, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Neil D. Brinker	President, Chief Executive Officer and Director	September 7, 2022
Neil D. Brinker	(Principal Executive Officer)
/s/ Michael B. Lucareli	Executive Vice President, Chief Financial	September 7, 2022
Michael B. Lucareli	Officer (Principal Financial and Accounting Officer)
/s/ Eric D. Ashleman	Director	September 7, 2022
Eric D. Ashleman
/s/ Suresh V. Garimella	Director	September 7, 2022
Suresh V. Garimella
/s/ Katherine C. Harper	Director	September 7, 2022
Katherine C. Harper
/s/ Larry O. Moore	Director	September 7, 2022
Larry O. Moore
/s/ Christopher W. Patterson	Director	September 7, 2022
Christopher W. Patterson
/s/ Marsha C. Williams	Director	September 7, 2022
Marsha C. Williams
/s/ David J. Wilson	Director	September 7, 2022
David J. Wilson
/s/ Christine Y. Yan	Director	September 7, 2022
Christine Y. Yan

4

EX-5.1

EXHIBIT 5.1

 

September 7, 2022

Modine Manufacturing Company
1500 DeKoven Avenue
Racine, Wisconsin 53403

Ladies and Gentlemen:

We have acted as your counsel in connection with the issuance by Modine Manufacturing Company, a Wisconsin corporation (the “Company”), of up to 1,547,500 shares of common stock, $0.625 par value (the “Shares”), pursuant to the Modine Manufacturing Company 2020 Incentive Compensation Plan, as amended and restated effective July 21, 2022 (the “Plan”), as described in the Company’s prospectus dated July 23, 2020, as amended (the “Prospectus”) relating to the Company’s Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on September 7, 2022 (the “Registration Statement”).

We have examined:  (a) the Plan, the Prospectus and the Registration Statement, (b) the Company’s Amended and Restated Articles of Incorporation and By-laws of the Company, each as amended to date, (c) certain resolutions of the Company’s Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

The foregoing opinions are limited to the laws of the State of Wisconsin as currently in effect, and no opinion is expressed with respect to such laws as subsequently amended, or any other laws, or any effect that such amended or other laws may have on the opinions expressed herein.  The foregoing opinions are limited to matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.  The foregoing opinions are given as of the date hereof and based solely on our understanding of facts in existence as of such date after the aforementioned examination, and we undertake no obligation to advise you of any changes in applicable laws after the date hereof or of any facts that might change the opinions expressed herein that we may become aware of after the date hereof.

We consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.

 

EX-23.2

EXHIBIT 23.2

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8
(Form Type)

Modine Manufacturing Company
(Exact Name of Registrant as Specified in its Charter)

Table 1. Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee(2)
Equity	Common Stock, $0.625 par value per share	Rule 457(h)	1,547,500	$14.835	$22,957,162.50	$92.70 per $1,000,000	$2,128.13
Total Offering Amount					$22,957,162.50		$2,128.13
Total Fee Offsets							$0
Net Fee Due							$2,128.13

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Amended and Restated 2020 Incentive Compensation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act.  The price per share and aggregate offering price are calculated based on the average of the high and low sales prices of the Registrant’s common stock on the New York Stock Exchange on September 1, 2022, in accordance with Rule 457(c) under the Securities Act.